Securities code: Xinxiang Richful Lube Additive Co.Ltd(300910) securities abbreviation: Xinxiang Richful Lube Additive Co.Ltd(300910) Announcement No.: 2022016 Xinxiang Richful Lube Additive Co.Ltd(300910)
Announcement on using some over raised funds to permanently supplement working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as "the company") held the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors on April 8, 2022. The meeting deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company should use part of the over raised funds of 1420732 million yuan (including interest, and the actual amount shall be subject to the balance of the special account on the day of capital transfer out) to permanently supplement the working capital, The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
(I) amount and net amount of raised funds
With the approval of registration of Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering (zjxk [2020] No. 2396) issued by China Securities Regulatory Commission, the company publicly issued 37.5 million A-Shares to the public at an issue price of 30.26 yuan per share, raising a total of 113475 million yuan, After deducting the underwriter's issuance expenses (excluding tax) of RMB 728936 million and other issuance expenses (excluding tax) of RMB 200228 million, the net amount of funds actually raised was RMB 10418336 million, of which the total amount of over raised funds was RMB 7018336 million.
(II) receipt and deposit of raised funds
Zhonghui Certified Public Accountants (special general partnership) verified and confirmed the availability of the company's raised funds on November 24, 2020, and issued the capital verification report [2020] No. 6638, which has been
All funds shall be deposited in the special account for raised funds.
2、 Investment projects of raised funds and over raised funds
1. According to the company's Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering and Entrepreneurship
The prospectus for listing on the board disclosed that after deducting the issuance expenses from the funds raised from the initial public offering of the company
It is planned to invest in the following projects:
Unit: 10000 yuan
Planned to raise No. project name as of December 31, 2021 total investment amount actual cumulative investment amount on the capital investment date
1. The project with an annual output of 60000 tons of lubricating oil additive single agent products and 12800342240034 Ping An Bank Co.Ltd(000001) 66536 tons of compound agent products
Total 342240034 Ping An Bank Co.Ltd(000001) 66536
2. In accordance with the provisions on the use of over raised funds for the construction of the branch approved by the third extraordinary general meeting of shareholders in 2020
Proposal of the research center and the technical transformation project of 15200 tons of lubricating oil additive series products per year
The proposal of permanently replenishing working capital with part of the over raised funds was deliberated and passed at the first extraordinary general meeting of shareholders in 2022
On the construction of a series of lubricating oil additives with an annual output of 150000 tons and the use of some over raised funds
The company's investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment planned to be invested by raising funds and actual cumulative investment as of December 31, 2021
1 lubricating oil additive research center project 13500001300000 354.38
2. Technical modification of 15200t / a lubricating oil additive series products 35 China Tianying Inc(000035) 0000 951.19 manufacturing project
3. Part of the over raised funds will permanently supplement the working capital 21 China Vanke Co.Ltd(000002) 1 China Vanke Co.Ltd(000002) 100000
4. Annual output of 150000 tons of lubricating oil additive series products 100 China Vanke Co.Ltd(000002) 000000-
Subtotal 138 Shenzhen Fountain Corporation(000005) 7500 Iflytek Co.Ltd(002230) 557
1. Over raised funds for which no purpose has been set - 1268336-
Total 138 Shenzhen Quanxinhao Co.Ltd(000007) 0183362230557
3. As of April 8, 2021, the company's available over raised funds were 1408355 million yuan (including purchase of financial management)
Product investment income, bank interest, etc.), including time deposit of 130 million yuan (interest rate of 1.80%, which will be released in 2022
Due on June 30, 2014); The current deposit is 108355 million yuan.
3、 The plan of permanently replenishing working capital with over raised funds this time
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of listed companies on the gem of Shenzhen Stock exchange and the Xinxiang Richful Lube Additive Co.Ltd(300910) articles of association, and in line with the principle of maximizing the interests of shareholders, in order to improve the efficiency of the use of raised funds, On the premise of ensuring the capital demand for the construction of the raised funds and in combination with the actual operation of the company, the company plans to use part of the over raised funds to permanently supplement the working capital, so as to improve the working capital situation of the company, reduce the financial cost and improve the use efficiency of the over raised funds. As of April 8, 2022, the balance of over raised funds of the company was 1408355 million yuan, including 130 million yuan of time deposit (the interest rate agreed on the certificate of time deposit is 1.80%, the term of time deposit is from December 30, 2021 to June 30, 2022), and the balance of demand deposit is 108355 million yuan. The company plans to supplement the working capital as a whole with the time deposit and the interest income after the maturity of the time deposit and the interest income of the current deposit and the interest income of the current deposit (to be implemented after the maturity of the time deposit). As of April 8, 2022, the balance of over raised funds accounted for 20.07% of the total over raised funds. After the time deposit expires, the estimated balance of over raised funds is 1420732 million yuan (including interest, and the actual amount is subject to the balance of the special account on the day of fund transfer out), accounting for 20.24% of the total amount of over raised funds. After using part of the over raised funds to permanently supplement the working capital, the balance of the company's over raised funds account is 0 yuan, and the company will cancel the relevant special account for raised funds.
The amount of the company's accumulated use of the over raised funds to permanently supplement the working capital in the last 12 months shall not exceed 30% of the total amount of the over raised funds, and does not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. The permanent replenishment of working capital will not conflict with the implementation plan of the project invested by the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
4、 The company's explanation and commitment on using part of the over raised funds to permanently supplement the working capital
The company's over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) are used to permanently supplement working capital, which is conducive to improving the use efficiency of raised funds, meeting the demand for working capital for the company's business development, improving the profitability of the company and in the interests of all shareholders.
In view of the permanent replenishment of working capital with some over raised funds, the company promises as follows:
1. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months;
2. The company will not make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
5、 Opinions of independent directors, board of supervisors and recommendation institutions
(I) opinions of independent directors
The independent directors of the company believe that part of the over raised funds used by the company this time (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of the relevant time deposit is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) will permanently supplement the working capital. The specific implementation after the maturity of the relevant time deposit is conducive to improving the use efficiency of the raised funds, It is in the interests of all shareholders to meet the needs of the company's business development for working capital, improve the company's working capital situation and reduce financial costs. The use of over raised funds does not conflict with the implementation plan of the investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, does not change the investment direction of raised funds in a disguised manner and damage the interests of investors, and complies with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
The independent directors of the company unanimously agreed that the company would use the over raised funds (the balance as of April 8, 2022 was 1408355 million yuan, and the balance after the maturity of relevant time deposits was 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors of the company held that: "the company used some over raised funds this time (as of April 8, 2022, the balance was 1408355 million yuan, and the balance after the maturity of relevant time deposits was 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) Permanent replenishment of working capital is conducive to improving the use efficiency of raised funds, meeting the needs of the company's business development for working capital, improving the company's profitability and in line with the interests of all shareholders. If the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan of listed companies, and the change of the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan does not affect the normal operation of listed companies, such as the investment and management plan of listed companies, which does not comply with the provisions of the Shenzhen Stock Exchange.
We unanimously agree that the company will use the over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agree to submit it to the general meeting of shareholders of the company for deliberation. "
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The use of some over raised funds to permanently supplement working capital this time complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions, and is in line with the interests of all shareholders.
To sum up, the sponsor agrees to use part of the raised funds to supplement the permanent working capital of the company.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolutions of the 7th Meeting of the 3rd board of supervisors;
3. Independent directors' independent opinions on matters related to the seventh meeting of the third board of directors;
4. Dongxing Securities Corporation Limited(601198) special verification opinions on Xinxiang Richful Lube Additive Co.Ltd(300910) using some over raised funds to permanently supplement working capital.
It is hereby announced.
Xinxiang Richful Lube Additive Co.Ltd(300910) board of directors April 12, 2022
